Volume 3, Number 49 22 December 1986 +---------------------------------------------------------------+ | _ | | / \ | | /|oo \ | | - FidoNews - (_| /_) | | _`@/_ \ _ | | International | | \ \\ | | FidoNet Association | (*) | \ )) | | Newsletter ______ |__U__| / \// | | / FIDO \ _//|| _\ / | | (________) (_/(_|(____/ | | (jm) | +---------------------------------------------------------------+ Editor in Chief: Thom Henderson Chief Procrastinator Emeritus: Tom Jennings FidoNews is the official newsletter of the International FidoNet Association, and is published weekly by SEAdog Leader, node 1/1. You are encouraged to submit articles for publication in FidoNews. Article submission standards are contained in the file ARTSPEC.DOC, available from node 1/1. Copyright (C) 1986, by the International FidoNet Association. All rights reserved. Duplication and/or distribution permitted for noncommercial purposes only. For use in other circumstances, please contact IFNA. SPECIAL BYLAWS VOTING ISSUE Table of Contents 1. EDITORIAL Time to Vote! 2. ARTICLES IFNA ARTICLES OF ASSOCIATION DRAFT IFNA BY-LAWS DRAFT disABLED - an Echo for the Handicap Doug's Column Registered programs and "canned" messages SEAdog Nodes Get With It! "Sponges" - Solution? 3. COLUMNS Mike Ringer's Column Nautical View Part 6: Shouldst Thou Notch Thy Disks? 4. NOTICES The Interrupt Stack For Sale: All Rights to Computer Game Program (GAGS) Fidonews Page 2 22 Dec 1986 ================================================================= EDITORIAL ================================================================= Time to Vote! Remember the draft bylaws we published awhile back? A lot of people had some very good suggestions to make about them, and the bylaws committee listened to those ideas and made a few small changes. I haven't read through it in detail, but the biggest change seems to be putting in a way to change the bylaws later. It seems they forgot that one small detail the first time around. So we're running the bylaws again this issue in their new, revised form. The bylaws published in this issue of FidoNews are what we are now voting on. The last page of this issue is your official ballot. Run it off on a printer, fill it out, and mail it in. Everyone who was listed in node list 311 for 1986 gets one vote. If you're in the node list twice, you still only get one vote. Ditto if two people sysop one board, they only get one vote between them. You have until 17 January 1987 to get your vote in to the CPA firm that's counting them, but don't wait until the last minute! Do it NOW, while you're thinking of it. About the board elections: The interim board felt that it didn't make much sense to vote for a board before we know for sure what YOU want the board to be like, so we're holding off electing a new board until we find a set of bylaws you like. ----------------------------------------------------------------- Fidonews Page 3 22 Dec 1986 ================================================================= ARTICLES ================================================================= IFNA By-Laws and Rules Committee Bob Hartman, Chairperson (132/101) ARTICLES OF ASSOCIATION FOR INTERNATIONAL FIDONET ASSOCIATION Be it known that we, the suscribers, do hereby associate ourselves as a body politic and corporate pursuant to the statute laws of the State of Missouri regulating the formation and organization of corporations without capital stock and the following are our Articles of Association: Article 1 - The name of our corporation shall be the International FidoNet Association also known as "IFNA". The corporation commenced its corporate existence as the International FidoNet Association, when its Articles of Association were approved by the Secretary of the State of Missouri on August 13, 1986. The original Articles of Association were subscribed by Kenneth H. Kaplan, Sally R. Kaplan, and Mark S. Rubin. Article 2 - The period of duration of the corporation is perpetual. Article 3 - The address of its initial Registered Office in the State of Missouri is: 120 S. Central, Suite 1400, St. Louis, Missouri 63105 and the name of its initial Registered Agent at said address is: Mark S. Rubin. The mailing address is: PO Box 41143, St. Louis, Missouri 63141. Article 4 - The purposes for which our corporation is formed are the following: the promotion of interest in telecommunications and experimentation; the establishment of telecommunication networks to provide publicly accessable and publicly available electronic communications; the furtherance of the public welfare; the advancement of telecommunications art the fostering of education in the field of electronic communication; the promotion and conduct of research and development to further the development of electronic communication; the dissemination of technical, educational, and scientific information relating to electronic communication; the printing and publishing of documents, books, magazines, newspapers and pamphlets necessary or incidental to any of the above purposes. No part of the assets or income of our corporation shall inure to the benefit of or be distributable to the members, the officers, or any of them, or to other private persons except that our corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Article 5 - The affairs of the Corporation shall be governed by a Board consisting of Directors as defined in the By-Laws. Each Fidonews Page 4 22 Dec 1986 Director shall be elected for terms of two years by the members eligible to vote. Half of the Directors shall be elected for terms beginning on even numbered years and half shall be elected for terms beginning on odd-numbered years. Election of Directors shall be in accordance with the rules and regulations prescribed in the By-Laws. The Board shall meet at least once annually at times and places as provided in the By-Laws. Special meetings of the Board shall be called by the Chair of the Board upon written request of at least one-half of the membership of the Board as then constituted. Article 6 - During the intervals between meetings of the Board of Directors, the affairs of the Corporation shall be administered by an Executive Committee consisting of the President, four Directors selected by the Board of Directors, and, without vote, the Vice President and Vice President - Technical Coordinator. The term of office for the Executive Committee members shall be for one year or until their successors are elected. The Executive Committee shall meet at the call of the President, but no less often than quarterly. The Executive Committee may in its discretion submit for determination or decision by members of the Board of Directors any proposal pending before the Executive Committee. When such submission is made, it shall be in precise terms embodying the text of the proposed resolution. Such action shall be binding upon the Executive Committee. Article 7 - A vacancy in the Board of Directors shall be deemed to occur upon the death, resignation, recall, move of permanent residence outside the consituency from which elected, or refusal to act of any director. Upon the occurrence of such vacancy, the Secretary shall proclaim it, and thereafter the duties of the Director shall be assumed by the Alternate, and the Alternate shall hold the office of Director for the remainder of the term for which he was appointed Alternate. Should the office of Alternate be vacant, the vacancy shall be filled by appointment by the Board of Directors. The Alternate shall also serve as Director at any meeting of the Board of Directors which the Director is unable to attend. Article 8 - The officers of the Corporation shall be a President, a Vice President, Vice President - Technical Coordinator, a Secretary, and a Treasurer, who shall be elected by a majority of the Directors at the Annual Meeting. Article 9 - These articles may be amended by the three-fourths vote of all directors, or, provided due notice of the proposed amendment shall have been sent to each director at least thirty days in advance, by a two-thirds vote of all directors. Article 10 - The membership of IFNA shall consist members as defined in the By-Laws. The membership shall by appropriate By-Laws specify the requirements for membership and classes of membership provided, however, that the membership shall not terminate or reduce the rights of any member except for the lapse or termination of a condition now required as precedent to the exercise of such rights. Nothing herein contained shall Fidonews Page 5 22 Dec 1986 preclude the Board of Directors from expelling a member upon good cause shown and after notice and an opportunity to be heard. Article 11 - No person shall be eligible for the office of Director, Alternate, President, Vice President, Secretary, Treasurer, or Vice President - Technical Coordinator, whose business connections are of such nature that they could gain financially through the shaping of the affairs of the Association by the Board, or by the improper exploitation of their office for the furtherance of their own aims or those of their employer. The primary test of eligibility under this Article shall be the freedom from commercial or government connections of such nature that their influence in the affairs of the Association could be used for their private benefit. Article 12 - Upon the dissolution of our corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of our corporation, dispose of all of the assets of our corporation exclusively for the purposes of our corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of our coporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ----------------------------------------------------------------- Fidonews Page 6 22 Dec 1986 IFNA By-Laws and Rules Committee Bob Hartman, Chairperson (132/101) BY-LAWS FOR INTERNATIONAL FIDONET ASSOCIATION DEFINITIONS: The following terms have meanings as follows for all purposes of these By-Laws and Articles of Association: IFNA: International FidoNet Association. IFNA NETWORK: The current set of systems which have been certified as FidoNet compatible and conform to policies established by the Board of Directors. IFNA NODELIST: The list of nodes active in the IFNA NETWORK, prepared by the IFNA Vice President - Technical Coordinator. PUBLIC ACCESS: A system that has a telephone number published in the IFNA Nodelist, and in addition provides services to the public. ANNUAL MEETING: A yearly meeting of all members of IFNA with the expressed purpose of conducting business requiring the membership to vote. The Vice President, in conjuntion with the Membership Services Committee, shall arrange for and coordinate all activities leading up to and the conduct of this meeting. ENDORSED: A physical, hand-written, verifiable signature of a member or such equivalent as shall be specified by the Board of Directors. BALLOT: A paper listing of all candidates for office and issues requiring a vote, or such equivalent as shall be specified by the Board of Directors. ALTERNATE: A member of IFNA who is designated by a director. The responsibilities of the ALTERNATE include, but are not limited to acting as a replacement for the director in any instance of the director's absence. CHAIR: The person elected by the members of the Board of Directors, or a committee, to be responsible for the overall conduct of meetings of the body that elected the CHAIR. BY-LAWS: 1. The following membership categories are established: (a) Regular Member. To be eligible, an applicant: must be the system operator in good standing of a PUBLIC ACCESS node; must have paid any dues required; is entitled to one vote. Fidonews Page 7 22 Dec 1986 (b) Associate Member. Any person who is not eligible to be a Regular Member, but who is interested in electronic communications, is eligible to be an Associate Member by paying required dues. Associate Members have all of the rights of a Regular Member except the right to vote. (c) Commercial Member. Any entity using the IFNA NETWORK for the conduct of any business is eligible to be a Commercial Member by paying required dues. Any Commercial Member also satisfying the requirements to be a Regular Member shall be entitled to vote. (d) Honorary Member. The Board of Directors may award Honorary Member status to any entity. Honorary Members have all of the rights of a Regular Member except the right to vote. (e) Life Member. Any member may become a Life Member by paying the required dues. 2. Applications for membership shall be submitted to the Secret